<PAGE>
As filed with the Securities and Exchange Commission on July 13, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
DARDEN RESTAURANTS, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-3305930
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Paula J. Shives, Esq.
Senior Vice President, General Counsel and Secretary
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Gary L. Tygesson, Esq. Sam Young Garrett. Esq.
Dorsey & Whitney LLP McGuire, Woods, Battle & Boothe LLP
220 South Sixth Street One James Center
Minneapolis, MN 55402 901 East Cary Street
(612) 340-2600 Richmond, VA 23219-4030
(804) 775-4384
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of each class of maximum aggregate Amount of
securities to be Amount to be offering price offering price registration
registered registered per unit (1) (1) fee (4)
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$250,000,000
Debt Securities......... $250,000,000(2) 100%(3) (3) $66,000
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
(2) Or, in the case of debt securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate offering
price of the amount set forth above or, in the case of debt securities
denominated in a currency other than U.S. dollars or in a composite
currency, such U.S. dollar amount as shall result from converting the
aggregate public offering price of such debt securities into U.S. dollars
at the exchange rate in effect on the date such debt securities are
initially offered to the public.
(3) Plus accrued interest, if any.
(4) Pursuant to Rule 429, the registration fee does not include $86,207 paid
previously in connection with $250,000,000 of debt securities that are
being carried forward from a Registration Statement on Form S-3 File No.
33-93854 (the "Prior Registration Statement"). The prospectus included in
this Registration Statement also relates to the $250,000,000 of Debt
Securities previously registered pursuant to the Prior Registration
Statement.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement, which is a new Registration Statement,
is a combined prospectus. This Registration Statement also constitutes Post-
Effective Amendment No. 1 to the Prior Registration Statement. The amount of
Debt Securities eligible to be sold under the Prior Registration Statement
($250,000,000) shall be carried forward to this Registration Statement. Such
Post-Effective Amendment No. 1 shall thereafter become effective concurrently
with the effectiveness of this Registration Statement in accordance with
Section 8(a) of the Securities Act of 1933.
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities, and it is not soliciting an offer to buy +
+these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 13, 2000
PROSPECTUS
$500,000,000
DARDEN RESTAURANTS, INC.
Debt Securities
-----------
. We may use this . A supplement to this
prospectus from time prospectus will name
to time to offer any underwriters,
unsecured debt dealers or agents
securities in one or involved in the sale
more series. of our debt securities
and describe their
compensation.
. The debt securities . We are based in
will be issued under Orlando, Florida and
the terms of an operate full-service
indenture, which is restaurants, including
described in this Red Lobster, Olive
prospectus. Garden and Bahama
Breeze.
. The specific terms of . We do not expect our
each series of debt debt securities to
securities issued will officially trade in
be described in detail any public market.
in a supplement to
this prospectus.
. We may sell debt
securities directly to
purchasers, through
underwriters, dealers
or agents or through
any combination of
these methods.
This prospectus may not be used to consummate sales of these debt securities
unless accompanied by a prospectus supplement. The prospectus supplement may
update or change information contained in this prospectus.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is July , 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS............... 1
ABOUT DARDEN............................................................... 1
ABOUT THE OFFERING......................................................... 1
RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES............................ 1
USE OF PROCEEDS............................................................ 2
DESCRIPTION OF DEBT SECURITIES............................................. 2
PLAN OF DISTRIBUTION....................................................... 13
EXPERTS.................................................................... 14
VALIDITY OF DEBT SECURITIES................................................ 14
WHERE YOU CAN FIND MORE INFORMATION ABOUT DARDEN........................... 14
</TABLE>
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i
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SPECIAL NOTE OF CAUTION REGARDING
FORWARD-LOOKING STATEMENTS
Some statements in this prospectus, any applicable prospectus supplement and
the documents incorporated by reference into this prospectus may constitute
"forward-looking statements" within the meaning of federal securities laws.
Forward-looking statements are based on our management's beliefs, assumptions,
and expectations of our future economic performance, taking into account the
information currently available to them. These statements are not statements of
historical fact. Forward-looking statements involve risks and uncertainties
that may cause our actual results, performance or financial condition to be
materially different from the expectations of future results, performance or
financial condition we express or imply in any forward-looking statements.
When used in our documents or oral presentations, the words "anticipate,"
"estimate," "expect," "objective," "projection," "forecast," "goal" or similar
words are intended to identify forward-looking statements. We qualify any
forward-looking statements entirely by these cautionary factors.
ABOUT DARDEN
Darden is the world's largest full-service restaurant organization. In the
United States, as of May 28, 2000, we operated 1,103 restaurants in 48 states,
including 622 Red Lobster, 464 Olive Garden, one Olive Garden Cafe, 14 Bahama
Breeze and two Smokey Bones restaurants. We also operated 37 restaurants in
Canada, including 32 Red Lobster and five Olive Garden restaurants. We operate
all of our restaurants in North America. In Japan, as of May 28, 2000, Red
Lobster Japan Partners, a Japanese retailer that is not affiliated with us,
operated 35 Red Lobster restaurants under an Area Development and Franchise
Agreement.
We were incorporated under the laws of the State of Florida in 1995. Our
principal executive offices are located at 5900 Lake Ellenor Drive, Orlando,
Florida 32809. Our telephone number is (407) 245-4000.
ABOUT THE OFFERING
We may offer and sell from time to time, in one or more series, unsecured
debt securities, which may consist of notes, debentures or other evidences of
indebtedness. The total initial offering prices of the debt securities that we
may offer and sell under this prospectus and supplements to it will not be
greater than $500,000,000 or the equivalent in a foreign currency at the time
of sale. This prospectus provides you with a general description of the
securities we may offer.
Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus. To understand the terms of our
securities, you should carefully read this prospectus with the attached
prospectus supplement, which together provide the specific terms of the
securities that we are offering.
RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES
The following table describes the ratio of our consolidated earnings to
fixed charges for each of the years indicated:
<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------
May 28, May 30, May 31, May 25, May 26,
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Ratio of consolidated earnings to
fixed charges....................... 7.07 6.18 4.96 2.89 5.57
</TABLE>
Earnings represent consolidated pretax earnings from continuing operations
before restructuring and asset impairment expense or credit, net, plus fixed
charges (net of capitalized interest). Fixed charges represent interest costs,
whether expensed or capitalized, and the percent of minimum restaurant and
equipment lease payments deemed to represent the interest factor.
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USE OF PROCEEDS
We will use the net proceeds we receive from the sale of the debt securities
for general corporate purposes, unless we specify another use in the applicable
prospectus supplement. General corporate purposes may include working capital,
capital expenditures, stock repurchases, debt repayment or the financing for
possible acquisitions.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities that are offered by this prospectus. We will offer the debt
securities, at various times, in one or more series, under an indenture dated
as of January 1, 1996 between us and Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota, National Association),
as trustee.
This description of some provisions of the indenture is not complete. You
should refer to the applicable provisions of the indenture covering the debt
securities. The indenture is an exhibit to our registration statement, filed
with the Securities and Exchange Commission, File No. 333- , of which this
prospectus is a part. Each prospectus supplement will state the particular
terms that will apply to the offered debt securities included in the supplement
and will describe the extent, if any, to which the general terms and provisions
described in this prospectus do not apply to those particular securities.
Because this is a summary, it does not contain all the information that may
be important to you. You should read the entire indenture, including the
definitions of terms, and the applicable prospectus supplement before you make
any investment decision. Some of the terms used in the following discussion are
defined in the indenture, and their definitions are incorporated by reference
in this prospectus.
The covenants in the indenture do not necessarily protect you from a decline
in our credit rating due to highly leveraged or other transactions involving
us.
General
We may offer the debt securities in one or more series, as we may authorize
at various times. The indenture does not limit the aggregate principal amount
of debt securities that we may issue under it. We may specify a maximum
aggregate principal amount for a series of debt securities, but we may also
increase the specified maximum aggregate principal amount by resolution of our
board of directors. All debt securities will be our direct, unsecured
obligations and will rank equally with all of our other unsecured and
unsubordinated debt.
Except as described under the section entitled "Some Restrictive Covenants"
below, the indenture does not limit us or any of our subsidiaries from
incurring more debt or issuing more securities, and does not contain financial
or similar restrictions on us or any of our subsidiaries. Our rights and the
rights of our creditors, including holders of debt securities, to participate
in any distribution of assets of any of our subsidiaries at the time of the
subsidiary's liquidation or reorganization or otherwise, are effectively
subordinated to the claims of the subsidiary's creditors, except to the extent
that we or any of our creditors may be a creditor of that subsidiary.
The applicable prospectus supplement relating to the particular series of
debt securities being offered will specify the amounts, prices and terms of
those debt securities. These terms may include:
. the title of the offered debt securities;
. any limit on the aggregate principal amount of the offered debt
securities;
. the person to whom interest is payable, if other than the person in whose
name it is registered as of the record date for payment of interest;
2
<PAGE>
. the date(s) on which the offered debt securities will mature and any
rights of extension;
. the annual rate(s), if any, which may be fixed or variable, at which the
offered debt securities will bear interest, or the method by which this
rate(s) will be determined;
. the date from which interest will accrue, the interest payment date(s)
and the regular related applicable record date(s);
. the place(s) where the principal, premium, if any, and interest on the
offered debt securities will be payable;
. the period(s), if any, within which and the price(s) at which the offered
debt securities may be redeemed, under any redemption provisions, at our
option, and other detailed terms of the optional redemption provisions;
. our obligation to redeem or purchase the offered debt securities under
any sinking fund, or at your option, and the terms and conditions under
which the offered debt securities may be redeemed or purchased, in whole
or in part, under this obligation;
. if other than in denominations of U.S. $1,000 or multiples of U.S.
$1,000, the denominations in which the offered debt securities will be
issued;
. any index or formula used to determine the amount of principal, premium,
if any, or interest payable on the offered debt securities;
. the currency or currency units in which the offered debt securities are
denominated, and principal and interest may be payable, and for which the
debt securities may be purchased, if other than in U.S. dollars;
. if the principal, premium, if any, or interest paid on the offered debt
securities are specified or payable at our option or at yours, in a
currency other than U.S. dollars, whether and under what terms and
conditions this election can be made and the amount payable, or the
manner in which this amount is determined;
. if other than the principal amount of the offered debt security, the
portion of the principal payable at acceleration of the offered debt
securities following an event of default;
. if the principal amount payable at maturity of the offered debt
securities will not be determinable as of any date prior to maturity, the
principal amount of offered debt securities at that date, including the
principal amount deemed outstanding as of any date prior to maturity, or
in any case, the manner in which this amount is determined;
. if the offered debt securities are not defeasible as described under the
section entitled "Defeasance" below;
. whether the offered debt securities are to be issued in whole or in part
in the form of one or more global securities and, if so, the identity of
the depositary for the global security or debt securities and the
circumstances under which you may exchange any global security for debt
securities registered in the name of, and any transfer of the global
security registered to an entity other than the depositary or its
nominee;
. any event of default or covenant related to the offered debt securities
of a particular series, if not specified in this prospectus; and
. any other terms of the offered debt securities that will not conflict
with the provisions of the indenture.
Unless the applicable prospectus supplement specifies otherwise, we will
issue the debt securities in fully registered form denominated in U.S. dollars
in denominations of $1,000 or multiples of $1,000. We may issue the offered
debt securities in the form of one or more global certificates, as described
below under the section entitled "Global Securities." The applicable prospectus
supplement will describe special federal income tax and other considerations
related to offered debt securities denominated in foreign currencies.
3
<PAGE>
Exchange, Registration and Transfer
You may exchange debt securities of any series that are not global
securities for other registered securities of the same series and of like
aggregate principal amount in different authorized denominations. Transfers and
exchanges may be made without service charge and after payment of any taxes or
other governmental charges as described in the indenture. We have appointed the
trustee as security registrar as provided under the indenture. The security
registrar will effect the transfer or exchange when it is satisfied with the
documents of title and identity of the person making the request.
Original Issue Discount Debt Securities
We may issue the offered debt securities as original issue discount debt
securities, bearing no interest or with an interest rate which at the time of
issuance is below market rates. We may sell original issue discount debt
securities at a substantial discount below their principal amount. The
applicable prospectus supplement will describe special federal income tax and
other considerations related to original issue discount debt securities.
Payment and Paying Agent
Unless the applicable prospectus supplement specifies otherwise, we will pay
the principal, premium, if any, and interest on the offered debt securities,
and the transfer of the offered debt securities will be registrable, at the
principal corporate trust office of the trustee. In addition, unless the
applicable prospectus supplement specifies otherwise, and with the exception of
global securities, we may, at our option, pay interest by check mailed to the
address of the person entitled to it, as it appears on our security register.
Global Securities
We may issue the offered debt securities of a series in whole or in part in
the form of one or more global certificates that we will deposit with a
depositary identified in the applicable prospectus supplement. We may issue
global securities in a denomination equal to the aggregate principal amount of
outstanding debt securities of the series.
Unless and until it is exchanged in whole or in part for the individual debt
securities it represents, a global security may not be transferred except as a
whole:
. by the applicable depositary to a nominee of the depositary,
. by any nominee to the depositary itself or another nominee, or
. by the depositary or any nominee to a successor depositary or any nominee
of the successor.
We will describe the specific terms of the depositary arrangement related to
a series of debt securities in the applicable prospectus supplement. We
anticipate that the following provisions will generally apply to depositary
arrangements.
When we issue a global security, the depositary for the global security or
its nominee will credit, on its book-entry registration and transfer system,
the respective principal amounts of the individual debt securities represented
by that global security to the accounts of persons that have accounts with the
depositary, which we refer to as the participants. Those accounts will be
designated by the dealers, underwriters or agents related to the underlying
debt securities or by us if those debt securities are offered and sold directly
by us. Ownership of beneficial interests in the global security will be shown
on records maintained by the applicable depositary or its nominee. For
interests of persons other than participants, that ownership information will
be shown on the records of participants. Transfer of that ownership will be
effected only through those records. The laws of some states require that some
purchasers of securities take physical delivery of securities in definitive
form. These limits and laws may impair our ability to transfer beneficial
interests in a global security.
4
<PAGE>
As long as the depositary for a global security, or its nominee, is the
registered owner of that global security, the depositary or nominee will be
considered the sole owner or holder of the debt securities represented by the
global security for all purposes under the applicable indenture. Except as
provided below, owners of beneficial interest in a global security:
. will not be entitled to have any of the underlying debt securities
registered in their names;
. will not receive or be entitled to receive physical delivery of any of
the underlying debt securities in definitive form; and
. will not be considered the owners or holders under the indenture relating
to those debt securities.
Payments of principal, premium, if any, and interest on individual debt
securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee as the
registered owner of the global security representing these debt securities.
Neither we, the trustee for the debt securities, any paying agent nor the
registrar for the debt securities will be responsible for any aspect of the
records relating to or payments made by the depositary or any participants on
account of beneficial interests of the global security.
We expect that the depositary or its nominee, after receipt of any payment
of principal, premium, if any, or interest relating to a permanent global
security representing any series of debt securities, will immediately credit
the participants' accounts with the payments. Those payments will be credited
in amounts proportional to the respective beneficial interests of the
participants in the principal amount of the global security as shown on the
records of the depositary or its nominee. We also expect that payments by
participants to owners of beneficial interests in the global security held
through those participants will be governed by standing instructions and
customary practices. This is now the case with securities held for the accounts
of customers in bearer form or registered in "street name." Those payments will
be the sole responsibility of those participants.
If the depositary for a series of debt securities is at any time unwilling,
unable or ineligible to continue as depositary and we do not appoint a
successor depositary within 90 days, we will issue individual debt securities
of that series in exchange for the global security or securities representing
that series. In addition, we may at any time in our sole discretion determine
not to have any debt securities of a series represented by one or more global
securities. In that case, we will issue individual debt securities of that
series in exchange for the global security or securities. Further, if we
specify, the owner of a beneficial interest in a global security may, on terms
acceptable to us, the trustee and the applicable depositary, receive individual
debt securities of that series in exchange for those beneficial interests. The
foregoing is subject to any limitations described in the applicable prospectus
supplement. In this instance, the owner of the beneficial interest will be
entitled to physical delivery of individual debt securities equal in principal
amount to the beneficial interest and to have the debt securities registered in
its name. Those individual debt securities will be issued in denominations,
unless we specify otherwise, of $1,000 or integral multiples of $1,000.
Some Restrictive Covenants
Limitations on Liens
Unless the applicable prospectus supplement specifies otherwise, neither we
nor any restricted subsidiary will incur, issue, assume or guarantee any debt
secured by a lien on any principal property, of ours or of any restricted
subsidiary, or on shares of capital stock or debt issued by any restricted
subsidiary and owned by us or any restricted subsidiary, whether the principal
property, shares or debt were owned on the date of the indenture or acquired
after that date, without providing that the debt securities will be secured
equally and ratably with all other debt also secured, as long as this debt is
secured.
Debt means any obligation of ours or of any of our subsidiaries, or any
obligation guaranteed by us or any of our subsidiaries to repay money borrowed,
whether evidenced by bonds, debt securities, notes or similar instruments, and
including reimbursement obligations related to commercial letters of credit,
bankers' acceptances or similar facilities.
5
<PAGE>
Lien means, for any property or assets, any mortgage or deed of trust,
pledge, hypothecation, assignment, security interest, lien, encumbrance, or
other security arrangement of any kind related to that property or assets,
including any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing.
Principal property means all restaurant or related equipment and real
property, in each case which is owned by us or a subsidiary and which
constitutes all or part of any restaurant located within the United States or
Canada.
Restricted subsidiary means any subsidiary of ours which does not meet the
following conditions:
. the greater portion of the operating assets is located, or the principal
business is carried on, outside the United States and Canada, or which,
during the twelve most recent calendar months, or shorter period elapsed
since its organization, derived the major portion of its gross revenues
from sources outside the United States or Canada;
. the principal business consists of financing or assisting in the
financing of dealers, distributors or other customers to facilitate:
- the acquisition or disposition of our products or of any of our
subsidiaries, or
- obtaining equipment or machinery used in this acquisition or
disposition;
. the principal business consists of owning, leasing, dealing in or
developing real property; or
. substantially all of the assets consist of securities of subsidiaries
described in the first three bullet points above.
Subsidiary means a corporation in which we or one or more subsidiaries
directly or indirectly own more than 50% of the outstanding voting stock.
Voting stock is a stock which ordinarily has voting power for the election of
directors, at all times or as long as no senior class of stock has this voting
power due to a contingency.
The limitations on liens do not apply to:
. liens existing on the date of the indenture;
. liens on any principal property acquired, constructed or improved by us
or any restricted subsidiary after the date of the indenture which are
created or assumed at the time of, or within 180 days of the acquisition,
construction or improvement, to secure or provide for the payment of all
or any part of the cost of the acquisition, construction or improvement;
. liens on property, shares of capital stock or debt existing at the time
they are acquired by us whether by merger, consolidation, purchase, lease
or some other method, including liens existing at the time that this
corporation becomes a restricted subsidiary;
. liens in favor of us or any of our restricted subsidiaries;
. liens in favor of the state or federal government, any department, agency
or subdivision of any state or federal government, or Canada or political
subdivision of Canada, to secure partial, progress, advance or other
payments, to secure other contractual or statutory obligations, or to
secure any debt incurred to finance the cost of acquiring, constructing
or improving the property that is subject to the lien, including liens
incurred in connection with pollution control, industrial revenue or
similar financings;
. liens on any property created, assumed or otherwise brought into
existence in contemplation of the sale or other disposition of the
underlying property, whether directly or indirectly, by way of share
disposition or otherwise if we disposed of the property within 180 days
after the creation of these liens and if any debt secured by these liens
will be without recourse to us or any subsidiary;
. liens imposed by law, including mechanics', workmen's, repairmen's,
materialmen's, carriers', warehousemen's, vendors' or other liens arising
in the ordinary course of business, or federal, state or municipal liens
arising out of contracts for the sale of products or services by us or
any restricted subsidiary, or deposits or pledges to obtain the release
of any of these liens;
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<PAGE>
. pledges or deposits under workmen's compensation or similar laws or under
other circumstances;
. liens in connection with legal proceedings, including liens arising out
of judgments or awards, contested in good faith by us or our restricted
subsidiary, or liens incurred by us or our restricted subsidiary to
obtain a stay or discharge in the course of legal proceedings;
. liens for taxes or assessments not yet due or delinquent, or which can be
paid without penalty, or contested in good faith by appropriate
proceedings;
. liens consisting of restrictions on the use of real property which do not
interfere materially with the property's use or value; or
. any extension, renewal or replacement, as a whole or in part, of any lien
existing on the date of the indenture or of any lien referred to, in the
first two and in the last six bullet points. This extension, renewal or
replacement lien must however be limited to all or part of the same
property, shares of stock or debt that secured the lien, plus
improvements on the property, and the debt secured by the lien at that
time must not be increased.
The limitations on liens also do not apply if at the time and after giving
effect to any debt secured by a lien and any retirement of debt secured by a
lien:
. the total amount of all existing debt secured by liens which could not
have been incurred by us or our restricted subsidiary without equally or
ratably securing the debt securities, and which is not subject to the
exceptions described above; plus
. the attributable value of all sale and leaseback transactions entered
into in reliance on the section titled "Limitations on Sale and
Leaseback"
does not exceed the greater of 10% of our consolidated capitalization or
$250,000,000.
Consolidated capitalization means consolidated total assets less
consolidated non-interest bearing current liabilities, all as shown by our
consolidated balance sheet and the consolidated balance sheet of our
subsidiaries, whether or not consolidated for accounting purposes.
Limitations on Sale and Leaseback
Unless the applicable prospectus supplement specifies otherwise, neither we
nor any of our restricted subsidiaries will enter into any sale and leaseback
transaction involving the leasing for a period greater than three years of any
principal property, unless either:
. we or our restricted subsidiary would be, at the time of entering into
the sale and leaseback transaction, entitled, without equally and
ratably securing the debt securities then existing, to incur, issue,
assume or guarantee debt secured by a lien on the property, under the
provisions described above in the section entitled "Limitations on
Liens," or
. within 180 days after that sale or transfer, we apply to retire our
funded debt, subject to credits for some voluntary retirements of funded
debt, an amount equal to the greater of:
- the net proceeds of the sale of the principal property sold and leased
back under that arrangement, or
- the fair market value of the principal property so sold and leased
back.
This limitation will not apply to a sale and leaseback transaction between
us and a restricted subsidiary, or between restricted subsidiaries, or
involving the taking back of a lease for a period of less than three years.
Funded debt means notes, bonds, debt securities or other debt for money
borrowed which by its terms matures at, or is extendible or renewable at the
option of the lender to a date more than 12 months after the date of the
creation of that debt.
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<PAGE>
This limitation on sale and leaseback transactions also does not apply if at
the time of the sale and leaseback:
. the attributable value of all sale and leaseback transactions existing at
that time and which is not subject to the exceptions described above;
plus
. the total amount of all existing debt secured by liens that we entered
into in reliance on the last two bullet points of the section entitled
"Limitations on Liens,"
does not exceed the greater of 10% of our consolidated net tangible assets or
$250,000,000.
Attributable value means, for any sale and leaseback transaction, at the
time of determination, the lesser of:
. the sale price of the principal property so leased, multiplied by a
fraction, the numerator of which is the remaining portion of the base
term of the lease included in sale and leaseback transaction and the
denominator of which is the base term of such lease, and
. the total obligation, discounted to present value at the highest rate of
interest specified by the terms of any series of debt securities then
outstanding compounded semi-annually, of the lessee for rental payments,
other than amounts required to be paid on account of property taxes as
well as maintenance, repairs, insurance, water rates and other items
which do not constitute payments for property rights, during the
remaining portion of the base term of the lease included in that sale and
leaseback transaction.
Events of Default
Events of default when used in the indenture, mean any of the following for
a series of offered debt securities:
. failure to pay any interest on any debt security for 30 days after the
interest becomes due;
. failure to pay the principal or premium, if any, on any debt security
when due;
. failure to deposit any sinking fund payment on any debt security when
due;
. failure to perform or breach of any other covenant in the indenture that
continues for 60 days after written notice;
. a default under any bond, debt security, note or other debt for money
borrowed by us, including a default related to debt securities of any
series other than that series, or under any mortgage, indenture or
instrument, including the indenture, under which there may be issued or
by which there may be secured or evidenced any debt for money borrowed by
us, having an aggregate principal amount outstanding of at least
$25,000,000, whether that debt now exists or is later created, which debt
has become due and has not been paid, or whose maturity has been
accelerated, and which debt has not been discharged or that acceleration
has not been annulled within 10 business days after written notice as
provided in the indenture;
. some events of bankruptcy, insolvency or reorganization; and
. any other event of default related to the debt securities of that series.
If any event of default, other than an event of default described in the
sixth bullet point above for any series, occurs and is continuing, the trustee
or the holders of at least 25% in principal amount of the outstanding debt
securities of that series may declare the principal amount, or, if any of the
debt securities of that series are original issue discount debt securities, the
lesser portion of the principal amount of these debt securities as may be
specified by their terms, of all of the debt securities of that series to be
due and immediately payable.
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<PAGE>
If an event of default described in the sixth bullet point above occurs, the
principal amount, or if any of the debt securities of that series are original
issue discount securities, the portion of the principal amount of these debt
securities as may be specified by their terms, will automatically become
immediately due and payable, and without any declaration or other action on the
part of the trustee or any holder.
The trustee is required, within 90 days after the occurrence of an event of
default related to the debt securities of any series, to give to the holders of
the debt securities of that series notice of the default that it actually knows
of, if not cured or waived. However, except in the case of default in the
payment of principal, premium, if any, or interest on any debt security of that
series, or in the deposit of any sinking fund payment which is provided, the
trustee will be protected in withholding the notice if the trustee in good
faith determines that the withholding of the notice is in the interest of the
holders of the debt securities of that series. In addition, the notice will not
be given until 30 days after the occurrence of an event of default related to
the debt securities of any series in the performance of a covenant in the
indenture other than for the payment of the principal, premium, if any, or
interest on any debt security of that series or the deposit of any sinking fund
payment with respect to the debt securities of that series.
At any time after a declaration of acceleration of any debt securities of a
series is made, but before the trustee has obtained a judgment for payment of
money, the holders of a majority in aggregate principal amount of the existing
debt securities of that series may, under some circumstances, rescind this
acceleration.
The indenture contains provisions entitling the trustee to be indemnified by
the holders of the debt securities of the relevant series before proceeding to
exercise any right or power under the indenture at the request of those
holders. Subject to these provisions for the indemnification of the trustee,
the holders of a majority in aggregate principal amount of the outstanding debt
securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, related to the debt
securities of that series.
The holder of debt securities will not have any right to institute any
proceeding related to the indenture, or for the appointment of a receiver or
trustee for any other remedy under the indenture, unless:
. the holder has previously given to the trustee written notice of a
continuing event of default related to the debt securities of that
series;
. holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series have made a written request to the trustee
to institute the proceeding and the holders have offered reasonable
indemnity; and
. the trustee has failed to institute the proceeding, and has not received
from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series instructions which conflict
with that request, within 60 days after the notice, request and offer.
The indenture requires us to file annually with the trustee a certificate
executed by one officer, indicating whether the officer has knowledge of any
default under the indenture.
The right of any holder to receive payment of the principal, premium, if
any, and interest on the debt securities or to institute a legal proceeding
cannot be impaired without the holder's consent.
Modification and Waiver
With the consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of any series affected by
the modification or amendment, voting as one class, we and the trustee may
execute supplemental indentures modifying or amending the indenture or any
supplemental indenture.
Without the consent of the holder of each debt security affected by the
modification, we may not:
. change the maturity of, the principal of, or any installment of principal
or interest on any debt security; or
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<PAGE>
. reduce the principal amount of the debt security; or
. reduce the rate of interest on the debt security; or
. reduce any premium payable at redemption of the debt security; or
. reduce the amount of the principal of an original issue discount security
due or any other security due at acceleration of maturity; or
. change the place of payment, or coin or currency in which the principal,
premium, if any, or interest on any debt security is payable; or
. impair the right to institute suit for the enforcement of any payment on
or after maturity, or in the case of redemption or repayment, on or after
the redemption or repayment date; or
. reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of the holders of which is required for
modification or amendment of the indenture; or
. reduce the percentage of outstanding debt securities necessary to waive
compliance with some provisions of the indenture or for waiver of some
defaults; or
. modify the foregoing requirements.
The holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each series may, on behalf of the holders of all
debt securities of that series, waive, for that series, our compliance with
some provisions of the indenture.
The holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each series may, on behalf of the holders of all
debt securities of that series, waive any past default under the indenture for
the debt securities of that series, except a default:
. in the payment of principal, premium, if any, or interest on any debt
security, or
. related to a covenant or provision of the indenture which cannot be
modified or amended without the consent of the holder of each outstanding
debt security of the series affected.
The indenture provides that, in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver
or other action as of any date:
. the principal amount of an original issue discount security deemed
outstanding will be the amount of the principal of the original issue
discount security due at acceleration of maturity to that date;
. if, as of that date, the principal amount payable at the maturity of a
debt security cannot be determined, the principal amount of the debt
security deemed outstanding will be the amount determined under a board
resolution and specified in an officers' certificate, or determined in
one or more supplemental indentures, prior to the issuance of the debt
securities;
. the principal amount of a debt security denominated in one or more
foreign currencies or currency units deemed outstanding will be the U.S.
dollar equivalent, determined as of that date as described in the
previous bullet point, of the principal amount of the debt security, or
in the case of a debt security described in either of the first two
bullet points, of the amount determined as described in that bullet point
above; and
. debt securities owned by us or any other lender on the debt securities,
or any affiliates of ours or of any lender, will be disregarded and
deemed not to be outstanding, except that in determining whether the
trustee will be protected in relying on such request, demand,
authorization, direction, notice, consent, waiver or other action, only
debt securities which the trustee knows to be so owned will be
disregarded.
Debt securities so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
trustee the pledgee's right to so act for the debt securities and that the
pledgee is not us or any other lender on the debt securities or any of our
affiliates or other lender.
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Consolidation, Merger and Sale of Assets
We may not consolidate with or merge into another entity or convey, transfer
or lease our property and assets substantially as an entirety to any other
entity, and we may not permit any entity to consolidate with or merge into us
or convey, transfer or lease their properties and assets substantially as an
entirety to us, unless:
. any successor or purchaser is a corporation, partnership, limited
liability company or trust organized under the laws of the United States,
any State or the District of Columbia, and this successor or purchaser
expressly assumes our obligations on the debt securities under a
supplemental indenture in a form satisfactory to the trustee;
. immediately after giving effect to the transaction, no event of default,
and no event which after notice or lapse of time or both would become an
event of default, occurred and is continuing;
. if, as a result of this transaction, our property or assets become
subject to a lien which is not permitted by the indenture, our successor
or us, as the case may be, takes the necessary steps to secure the debt
securities issued under the indenture equally and ratably with debt
secured by the lien; and
. other conditions required under the indenture are met.
If we consolidate or merge into or if we convey, transfer or lease our
assets substantially as an entirety, our successor will succeed to, and will be
substituted for us under the indenture, and in this case, but not in the case
of a lease, we will be relieved of all obligations and covenants under the
indenture and debt securities.
Defeasance
Unless the applicable prospectus supplement specifies otherwise, the
following provisions relating to defeasance and discharge of debt, or relating
to defeasance of some restrictive covenants under the indenture, will apply to
the debt securities of any series, or to any specified part of a series.
The indenture contains a provision which permits us to elect:
. to defease and be discharged from all of our obligations, subject to
limited exceptions, related to any series of debt securities then
outstanding, which we refer to as legal defeasance; or
. to be released from our obligations under some restrictive covenants,
including those described above under the section entitled "Some
Restrictive Covenants," which we refer to as covenant defeasance.
To make this election, we must:
. deposit in trust for the benefit of the holders of the debt securities,
money or U.S. government obligations, or both, which, through the payment
of principal, premium, if any, and interest in accordance with their
terms, will provide sufficient money to repay in full the series of debt
securities and any mandatory sinking fund payments on the respective
maturities;
. deliver to the trustee an opinion of counsel as provided under the
indenture, that holders of debt securities will not recognize gain or
loss for federal income tax purposes as a result of the deposit,
defeasance and discharge and will be subject to federal income tax in the
same amount, in the same manner and at the same times as would have been
the case if this deposit, defeasance and discharge had not occurred; and
. comply with other conditions of the indenture.
If we exercised the legal defeasance option on any debt securities and these
debt securities were declared due and payable because an event of default
occurred, the amount of money and U.S. government obligations deposited in
trust would be sufficient to pay the amounts due on the debt securities at the
time of their respective maturities but may not be sufficient to pay the
amounts due on the debt securities at acceleration resulting from the event of
default. In that case, we would remain liable for the payments.
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U.S. government obligation means:
. any security which is:
- a direct obligation of the United States for the payment of which the
full faith and credit of the United States is pledged, or
- an obligation of a person controlled or supervised by and acting as an
agency or instrumentality of the United States the payment of which is
unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in case of either this paragraph or the
previous paragraph, is not callable or redeemable at the option of the
issuer; and
. any depositary receipt issued by a bank, as custodian for any U.S.
government obligation which is specified in the first bullet point above
and held by that bank for the account of the holder of the depositary
receipt, or for any specific payment of principal or interest on any U.S.
government obligation so specified and held, provided that, except as
required by law, the custodian is not authorized to make any deduction
from the amount payable to the holder of the depositary receipt from any
amount received by the custodian for the U.S. government obligation or
the specific payment of principal or interest evidenced by the depositary
receipt.
The Trustee
Wells Fargo Bank Minnesota, National Association (formerly known as Norwest
Bank Minnesota, National Association) is the trustee under the indenture. The
trustee may resign or be removed by the act of holders of a majority in
principal amount of the securities of a series, with respect to one or more
series of debt securities, and we may appoint a successor trustee to act for
these series. If two or more persons are acting as trustee for different series
of debt securities, each trustee will be a trustee of a trust under the
indenture separate and apart from the trust administered by any other trustee,
and any action described in this prospectus to be taken by the "trustee" may
then be taken by each trustee for, and only for, the series of securities for
which it is trustee.
The trustee participates in our credit agreement and maintains customary
banking relationships with us. The trustee also serves as our register and
transfer agent for the offered debt securities.
Governing Law
The indenture and the offered debt securities will be governed by, and
construed under, the laws of the State of New York.
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PLAN OF DISTRIBUTION
We may sell the offered debt securities:
. through underwriters or dealers;
. directly to one or a limited number of institutional purchasers;
. through agents; or
. through some combination of these methods.
This prospectus or the applicable prospectus supplement will describe the
terms of the offering of any debt securities, including the name or names of
any underwriters, dealers or agents, the price of the offered securities and
the net proceeds to us from the sale, including any underwriting commissions or
other items constituting underwriters' compensation.
By Underwriters
If underwriters are used in the sale, the offered debt securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The debt securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or directly by one
or more investment banking firms or others, as designated. Unless the
applicable prospectus supplement specifies otherwise, the obligations of the
underwriters or agents to purchase the offered debt securities will be subject
to some conditions. The underwriters will be obligated to purchase all the
offered debt securities if any of the securities are purchased. Any initial
public offering price and any underwriting commissions or other items
constituting underwriters' compensation may be changed from time to time.
By Dealers
If a dealer is utilized in the sale of any offered debt securities, we will
sell those debt securities to the dealer, as principal. The dealer may then
resell the debt securities to the public at varying prices to be determined by
the dealer at the time of resale.
By Agents
We may also sell offered debt securities through agents. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a
reasonable efforts basis for the period of its appointment.
By Direct Sales
We may also directly sell offered debt securities. In this case, no
underwriters, dealers or agents would be involved.
General Information
Underwriters, dealers and agents that participate in the distribution of the
offered debt securities may be deemed underwriters under the Securities Act,
and any discounts or commissions they receive from us and any profit on their
resale of the debt securities may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters, dealers or agents will
be identified and their compensation described in a prospectus supplement.
If the applicable prospectus supplement so indicates, we will authorize
agents, underwriters or dealers to solicit offers by some specified
institutions to purchase offered debt securities from us at the public offering
price specified in the prospectus supplement under delayed delivery contracts
providing for payment and delivery on a specified date in the future. These
contracts will be subject only to those conditions stated in the prospectus
supplement, and the prospectus supplement will specify the commission payable
for solicitation of the contracts.
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Under agreements entered into with us, agents and underwriters who
participate in the distribution of the offered debt securities may be entitled
to indemnification by us against some civil liabilities, including liabilities
under the Securities Act, or to contribution regarding payments that the agents
or underwriters may be required to make. Agents and underwriters may be
customers of, engage in transactions with, or perform services for us in the
ordinary course of business.
The offered debt securities will be a new issue of securities with no
established trading market. Any underwriters or agents to or through whom we
sell the debt securities for public offering and sale may make a market in the
debt securities. The underwriters or agents are not obligated to make a market
in the offered debt securities and may discontinue market making at any time
without notice. We cannot predict the liquidity of the trading market for any
debt securities.
In connection with an offering of our debt securities, underwriters, dealers
or agents may purchase and sell them in the open market. These transactions may
include stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. Stabilizing transactions
consist of some bids or purchases for the purpose of preventing or slowing a
decline in the market price of the debt securities, and syndicate short
positions involve the sale by the underwriters or agents, as the case may be,
of a greater number of securities than they are required to purchase from us in
the offering. Underwriters may also impose a penalty bid, which means that the
underwriting syndicate may reclaim selling concessions allowed to syndicate
members or other broker dealers who sell securities in the offering for their
account if the syndicate repurchases the securities in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the debt securities, which may be higher than the price that
might otherwise prevail in the open market. These activities, if commenced, may
be discontinued at any time without notice. These transactions may be affected
on any securities exchange on which the debt securities may be listed, in the
over-the-counter market or otherwise.
EXPERTS
The consolidated financial statements of Darden Restaurants, Inc. as of May
30, 1999 and May 31, 1998, and for each of the years in the three-year period
ended May 30, 1999 have been incorporated by reference in the prospectus and in
the registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference in the prospectus, and
upon the authority of said firm as experts in accounting and auditing.
VALIDITY OF DEBT SECURITIES
The validity of the offered debt securities will be passed upon for us by
George T. Williams, Esq., as Associate General Counsel of Darden, and, unless
otherwise indicated in the applicable prospectus supplement or prospectus
supplements, for any underwriters or agents by McGuire, Woods, Battle & Boothe
LLP. As of July 7, 2000, George T. Williams owned 11,443 shares of our common
stock and had options to purchase 120,397 shares of our common stock.
WHERE YOU CAN FIND MORE INFORMATION ABOUT DARDEN
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C., 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov. You may also obtain copies of our SEC filings at the office
of the New York Stock Exchange, Inc. For further information on obtaining
copies of Darden's public filings at the New York Stock Exchange, you should
call 1-212-656-3000.
The SEC allows us to incorporate by reference into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
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incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14, or 14(d) of
the Securities Exchange Act of 1934 until our offering is completed:
. Annual Report on Form 10-K for the year ended May 30, 1999;
. Quarterly Reports on Form 10-Q for the quarters ended August 29, 1999,
November 28, 1999 and February 27, 2000; and
. Current Reports on Form 8-K dated June 22, 1999, June 28, 1999, September
22, 1999, December 16, 1999, January 18, 2000, February 25, 2000, March
23, 2000 and June 22, 2000.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address (or by visiting our website at
http://www.darden.com):
Investor Relations
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the date on the
front of those documents.
15
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee............. $ 66,000
Legal fees and expenses......................................... 170,000
Printing and engraving.......................................... 25,000
Accountant's fees and expenses.................................. 75,000
Fees and expenses of Trustee and Counsel........................ 20,000
Rating agencies fees............................................ 513,000
Expenses of qualification under state blue sky laws............. 3,000
Miscellaneous................................................... 18,000
--------
Total......................................................... $890,000*
========
</TABLE>
--------
* All of the above amounts are estimates except for the SEC registration fee.
Item 15. Indemnification of Directors and Officers.
Pursuant to authority conferred by Florida law, the Darden Restaurants, Inc.
("Darden") Articles of Incorporation contain a provision providing that no
director of Darden shall be personally liable to it or its stockholders for
monetary damages for breach of fiduciary duty as a director, unless (i) the
director breached or failed to perform his or her duties as director and (ii)
the breach or failure constitutes (a) a violation of criminal law (except where
he or she had reasonable cause to believe the conduct was lawful or had no
reasonable cause to believe the conduct was unlawful), (b) a transaction from
which the director derived improper personal benefit, (c) unlawful
distributions, (d) conscious disregard of the corporation's best interest or
willful misconduct, or (e) recklessness or an act or omission in bad faith.
The Darden Articles of Incorporation also provide that if Florida law is
amended to further eliminate or limit the liability of directors, then the
liability of a director of Darden shall be eliminated or limited, without
further shareholder action, to the fullest extent permissible under Florida law
as so amended.
Florida law contains provisions permitting and, in some situations,
requiring Florida corporations, such as Darden, to provide indemnification to
their officers and directors for losses and litigation expense incurred in
connection with their service to the corporation in those capacities. The
Darden Articles of Incorporation and Bylaws contain provisions requiring
indemnification by Darden of its directors and officers to the fullest extent
that is permitted by law. Among other things, these provisions provide
indemnification for officers and directors against liabilities for judgments in
and settlements of lawsuits and other proceedings and for the advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding. In addition, the Darden Articles of
Incorporation and Bylaws authorize it to purchase insurance for its directors
and officers insuring them against some risks as to which Darden may be unable
lawfully to indemnify them. Darden maintains this insurance coverage for its
officers and directors as well as insurance coverage to reimburse Darden for
potential costs of its corporate indemnification of officers and directors.
The Securities and Exchange Commission has taken the position that insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted by a company to its directors and officers, such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.
II-1
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Item 16. Exhibits.
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement with respect to the Debt Securities
(to be filed subsequently by Form 8-K).
4.1 -- Indenture dated as of January 1, 1996 between the Registrant and
Wells Fargo Bank Minnesota, National Association (formerly known as
Norwest Bank Minnesota, National Association), as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Form
8-K dated January 26, 1996).
4.2 -- Proposed form of Debt Securities (included as part of Exhibit 4.1).
5 -- Opinion of George T. Williams as to legality of the Debt Securities
being registered.
12 -- Computation of Ratio of Consolidated Earnings to Fixed Charges.
23.1 -- Consent of KPMG LLP.
23.2 -- Consent of George T. Williams (included in Exhibit 5).
24 -- Powers of Attorney.
25 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota, National
Association).
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933 if,
in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15 (d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 hereof, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on the 13th day of July,
2000.
DARDEN RESTAURANTS, INC.
/s/ Clarence Otis, Jr.
By:
-----------------------------------
Clarence Otis, Jr. Senior Vice
President--Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 13,
2000 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Joe R. Lee
------------------------------------
Joe R. Lee Director, Chairman of the Board and Chief Executive
Officer (principal executive officer)
/s/ Clarence Otis, Jr.
------------------------------------
Clarence Otis, Jr. Senior Vice President --Chief Financial Officer
(principal financial and accounting officer)
/s/ Bradley D. Blum
------------------------------------
Bradley D. Blum Director
/s/ Daniel B. Burke
------------------------------------
Daniel B. Burke Director
/s/ Odie C. Donald
------------------------------------
Odie C. Donald Director
------------------------------------
Julius Erving, II Director
/s/ Richard E. Rivera
------------------------------------
Richard E. Rivera Director
/s/ Michael D. Rose
------------------------------------
Michael D. Rose Director
/s/ Hector de J. Ruiz
------------------------------------
Hector de J. Ruiz Director
/s/ Maria A. Sastre
------------------------------------
Maria A. Sastre Director
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Jack A. Smith
------------------------------------
Jack A. Smith Director
/s/ Blaine Sweatt, III
------------------------------------
Blaine Sweatt, III Director
/s/ Rita P. Wilson
------------------------------------
Rita P. Wilson Director
</TABLE>
/s/ Clarence Otis, Jr.
*By: __________________________
Clarence Otis, Jr.
Attorney-in-Fact
II-5
